Dear Members,
Your Directors hereby present the 14th Annual Report on the business
and operations of SAMHI Hotels Limited (hereinafter referred to as the
Company') together with the Audited Financial Statements (Consolidated and
Standalone) for the financial year ended March 31, 2024.
1. FINANCIAL RESULTS
The Company's financial performance, for the financial year ended
March 31, 2024 is summarized below:
(in million) |
Particulars |
Standalone |
Consolidated |
FY 2024 |
FY 2023 |
FY 2024 |
FY 2023 |
Income from Operations |
1,505.61 |
1,026.31 |
9,573.93 |
7,385.70 |
Other Income |
151.22 |
192.85 |
213.33 |
228.50 |
Total Income |
1,656.83 |
1,219.16 |
9,787.26 |
7,614.20 |
Operating profit before
finance charges,
depreciation and exceptional items |
223.87 |
437.08 |
2,878.51 |
2,605.95 |
Finance Charges |
1,183.07 |
972.11 |
3,451.10 |
5,220.60 |
Depreciation |
92.28 |
96.59 |
1,136.69 |
962.77 |
Exceptional items |
(250.47) |
22.41 |
732.10 |
(191.84) |
Net Profit/(Loss) before
tax |
(801.01) |
(654.03) |
(2,441.38) |
(3,385.58) |
Tax Expense |
|
|
|
|
- Current Tax |
- |
- |
(2.61) |
0.28 |
- Deferred Tax |
- |
- |
- |
- |
- Tax earlier years |
- |
- |
92.59 |
|
Profit/(Loss) after tax |
(801.01) |
(654.03) |
(2,346.18) |
(3,385.86) |
Other Comprehensive Income |
|
|
|
|
- Items that will not be
reclassified to profit or
loss |
1.12 |
(2.33) |
4.65 |
(3.71) |
- Items that will be
reclassified to profit or loss |
- |
- |
- |
- |
Total Comprehensive
Income/(Loss) for the
financial year |
(799.89) |
(656.36) |
(2,341.53) |
(3,389.57) |
Balance carried to the Balance
Sheet |
(799.89) |
(656.36) |
(2,341.53) |
(3,389.57) |
Earnings per Equity Share |
|
|
|
|
Basic |
(5.01) |
(8.49) |
(14.67) |
(43.93) |
Diluted |
(5.01) |
(8.49) |
(14.67) |
(43.93) |
Consolidated Financial Statement
The Consolidated Financial Statements of the Company for the financial
year 2023-24 (CFS') has been prepared in compliance with the applicable
provisions of the Companies Act, 2013 (the Act'), Indian Accounting
Standard (IND-AS') and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time
to time (SEBI LODR Regulations'). The CFS has been prepared on the basis
of the audited financial statement of the Company and its subsidiary(ies) including
step-down subsidiary(ies), as approved by
their respective Board of Directors, which forms an
integral part of the Annual Report.
2. STATE OF THE COMPANY'S AFFAIRS
Your Company has embraced a dynamic business environment with
resilience and innovation, reflecting on a year of profound transformation. The journey
has been defined by strong operational performance, including a material reduction in debt
and finance costs. The successful 12,000 million capital raise through the Initial Public
Offer (IPO') has established a clear path to achieving investable
surplus and PAT growth. Amidst
dynamic market dynamics, the commitment to robust financial management
remains unwavering, fostering sustainable growth and operational excellence.
Financial Update
? Against this promising backdrop, your Company has delivered an
exceptional performance in the financial year 2023-24. On a pro-forma basis, including the
full-year impact of the ACIC portfolio acquisition, your Company achieved a significant
milestone by crossing 10,000 million mark in revenue. The EBITDA (pre-ESOP) reached
3,991 million, providing a solid foundation for future growth.
? The financial performance reflects the strength of the business model
and the effectiveness of the strategic initiatives. The Company witnessed a 28%
year-on-year increase in asset income, rising from 7,499 million in financial year 2023
to
9,630 million in financial year 2024. The EBITDA
(prior to ESOP) saw an impressive 32% growth, reaching 3,484 million
This performance underscores the Company's ability to capitalize on the growing
demand in the hospitality sector while maintaining operational efficiency.
? The acquisition and integration of the ACIC portfolio have been
transformative for the Company's business. The Company has successfully improved the
EBITDA margins of these assets from 30% pre-acquisition to 37.5% in Q4 financial year
2024. This achievement underscores the Company's ability to extract value through
operational efficiencies and strategic management.
? The Company's focus on key markets such as Hyderabad, Bangalore,
Pune, and NCR has proven to be the right strategy. These locations, which contribute about
70% of the total revenue, are at the forefront of India's economic growth story. The
Company's portfolio's RevPAR growth of 17% year-on-year across all segments
demonstrates the strength of the market positioning and brand partnerships. Notably, the
Upper Upscale segment, representing about 43% of the total revenue, showed a 22% RevPAR
growth for the entire year.
? The Company also adapting to changing market dynamics. While the
IT/ITeS sector has traditionally been a strong contributor to the revenues, the Company is
seeing a diversification of the customer base. This shift reflects India's
evolution into a more broad-based economy, with sectors like insurance,
banking and finance, tech innovation startups, defense, and pharma contributing
significantly to the business.
Future Strategy
? Looking to the future, your Company see great value to be unlocked in
the operating margins. The Company anticipates margin expansion in the coming years,
driven by the full integration of the ACIC portfolio, optimization of the corporate
structure, and continued focus on operational efficiencies.
? The Company is excited about the imminent opening of approximately
300 new rooms in the coming months. This expansion includes the Company's first hotel
in Kolkata, the rebranding of the hotel in Greater Noida, and an addition of 54 rooms to
the existing Holiday Inn Express hotel in Bangalore. These new openings are expected to
contribute significantly to the performance in the financial year 2024-25. In addition to
new openings, the Company is committed to continuous improvement of the existing assets.
The Company is in the planning stages to renovate and rebrand two of the large hotels,
which will further enhance the performance and guest experience.
? Looking ahead, the Company is well positioned for sustainable growth.
With strong free cash flow generation and a healthy balance sheet, the Company has the
flexibility to pursue both growth opportunities and further debt reduction. The total cash
balance is growing each quarter, providing the Company with the resources to fund the
expansion plans and optimize the capital structure.
3. CHANGE IN NATURE OF BUSINESS
During the financial year under review, there was no
change in the nature of business of the Company.
4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company has seventeen
(17) wholly owned subsidiary(ies) including step-down subsidiary(ies):
i. Argon Hotels Private Limited
ii. Ascent hotels Private Limited
iii. Barque Hotels Private Limited
iv. Caspia Hotels Private Limited
BOARD'S REPORT (Contd.)
v. Paulmech Hospitality Private Limited*
vi. Samhi JV Business Hotels Private Limited
vii. Samhi Hotels (Ahmedabad) Private Limited
viii. Samhi Hotels (Gurgaon) Private Limited
ix. Duet India Hotels (Pune) Private Limited#
x. Duet India Hotels (Hyderabad) Private Limited#
xi. Duet India Hotels (Ahmedabad) Private Limited#
xii. Duet India Hotels (Chennai OMR) Private Limited#
xiii. Duet India Hotels (Chennai) Private Limited#
xiv. Duet India Hotels (Bangalore) Private Limited*#
xv. Duet India Hotels (Jaipur) Private Limited*#
xvi. Duet India Hotels (Navi Mumbai) Private Limited*#
xvii. ACIC Advisory Private Limited#
*Step-down subsidiary(ies)
#Acquired w.e.f. August 10, 2023
Further, pursuant to Section 129 of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of wholly owned subsidiary(ies) including step-down subsidiary(ies) of the
Company in the prescribed Form AOC-1 is annexed as Annexure-1 to this
Board's report.
The Company doesn't have any associate or joint- venture company
as of March 31, 2024.
The performance and financial position of wholly owned subsidiary(ies)
including the step-down subsidiary(ies) of the Company has been explained in form AOC-1
and the CFS provided along with notes, forms an integral part of the Annual Report.
5. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP'S)
The composition and category of Board of Directors as on March
31, 2024 constitutes the following Directors, namely:
S.
No. |
Name of the Director(s)
& DIN |
Category |
1. |
Mr. Ashish Jakhanwala
(DIN: 03304345) |
Chairman, Managing Director
& Chief Executive Officer (CMD & CEO') |
2. |
Mr. Manav Thadani
(DIN: 00534993) |
Non-Executive and
Non-Independent Director (NENID') |
3. |
Mr. Michael Peter Schulhof##
(DIN: 01884261) |
Non-Executive and
Non-Independent Director (NENID') |
4. |
Mr. Ajish Abraham Jacob
(DIN: 08525069) |
Non-Executive and
Non-Independent Director (NENID') |
5. |
Mr. Aditya Jain
(DIN: 00835144) |
Non-Executive and Independent
Director (NEID') |
6. |
Mrs. Archana Capoor
(DIN: 01204170) |
Women Non-Executive and
Independent Director (WNEID') |
7. |
Mr. Michael David Holland
(DIN: 02845141) |
Non-Executive and Independent
Director (NEID') |
8. |
Mr. Krishan Dhawan
(DIN: 00082729) |
Non-Executive and Independent
Director (NEID') |
##Post financial year 2023-24, Mr. Michael Peter Schulhof (DIN:
01884261) has resigned as Non-Executive Non- Independent Director from the Board of the
Company, w.e.f. June 27, 2024.
During the financial year under review, Mr. Ajish Abraham Jacob (DIN:
08525069) was appointed as NENID on the Board of the Company with the approval of the
Board in their meeting held on August 09, 2023, which was further approved by the
shareholders of the Company in their extraordinary general meeting held on
August 10, 2023. Further, Mr. Ashish Jakhanwala (DIN: 03304345) was
re-appointed as Managing Director and CEO of the Company for a further tenure of five (5)
years, pursuant to the provisions of Section 196 of the Act read with applicable rules
framed thereunder, with effect from August 22, 2024 to August 21, 2029, with
the approval of Board of Directors and Shareholders of the Company vide
resolution dated August 31, 2023 and September 01, 2023 respectively.
During the financial year under review, the NENID's of the Company
had no pecuniary relationship or business transactions with the Company, other than
sitting fees. However, no remuneration or sitting fees has been paid to Mr. Ajish Abraham
Jacob, NENID of the Company.
Post financial year 2023-24, Mr. Michael Peter Schulhof (DIN: 01884261)
has resigned as NENID from the Board of the Company, w.e.f. June 27, 2024 due to some
unavoidable circumstances. The Board wishes to place on record their sincere appreciation
for the contributions made by the outgoing director during his tenure on the Board.
In accordance with the provisions of the Act and the Articles of
Association of the Company, 1 (one) of your directors, viz. Mr. Manav Thadani (DIN:
00534993), is retiring by rotation, at the ensuing Annual General Meeting of the Company
and being eligible, offers his candidature for re-appointment. Your approval for his
reappointment as Director is being sought in the Notice convening the 14th Annual General
Meeting of the Company.
Key Managerial Personnel (KMP's)
Pursuant to the provisions of Section 203 of the Act, the KMPs of the
Company as on March 31, 2024 are:
1. Mr. Ashish Jakhanwala, CMD & CEO
2. Mr. Rajat Mehra, Chief Financial Officer (CFO')
3. Mr. Sanjay Jain, Senior Director - Corporate Affairs, Company
Secretary & Compliance Officer
6. STATEMENT ON DECLARATION AND CONFIRMATION GIVEN BY INDEPENDENT
DIRECTOR(S)
Pursuant to the provisions of Section 149 of the Act, the Independent
Director(s) have submitted their declarations that each of them meets the criteria of
independence as provided under Section 149(6) of the Act along with the rules framed
thereunder and Regulation 16(1)(b) and 25(8) of the SEBI LODR Regulations. There has been
no change in the circumstances affecting their status as Independent Director(s) of the
Company.
The Independent Director(s) of the Company have confirmed that they
have registered their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6
of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended.
7. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE FINANCIAL YEAR
No independent director(s) has been appointed during the financial year
in the Company.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY
The Board met 11 (eleven) times during the financial year 2023-24. The
details of the meetings held are set out in the Corporate Governance Report, forming an
integral part of the Annual report of the Company.
9. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has constituted the following committees
of the Board of Directors of the Company:
i. Audit Committee;
ii. Nomination And Remuneration Committee;
iii. Corporate Social Responsibility and Environmental, Social and
Governance Committee**
**The Board of Directors has changed the nomenclature of Corporate
Social Responsibility Committee to Corporate Social Responsibility and Environmental,
Social and Governance Committee (CSR & ESG Committee'), in their
meeting held on March 21, 2024.
iv. Stakeholders' Relationship Committee;
v. Risk Management Committee
The composition details of all the Committees of the Board of Directors
constituted by the Company have been disclosed in the Corporate Governance Report forming
an integral part of the Annual Report.
10. GENERAL BODY MEETINGS Annual General Meeting (AGM')
During the financial year 2023-24, the Annual General Meeting (AGM')
of the members of the Company was held on August 24, 2023.
Extraordinary General Meeting (EGM')
During the financial year 2023-24, two (2) EGMs of the members of the
Company were held on August 10, 2023 and September 01, 2023.
BOARD'S REPORT (Contd.)
11. MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE AND
BUSINESS RESPOSIBLITY & SUSTAINABILITY REPORT
A detailed report on the Company's performance, industry trends
and other material changes with respect to the Company itself, it's subsidiary(ies)
including step-down subsidiary(ies) is covered in the Management Discussion &
Analysis, which has been provided in a separate section and forms part of the Annual
Report.
Your Company is committed to good corporate governance practices and
endeavors to adhere to the standards set out by the Securities and Exchange Board of India
(SEBI'). Your Company has complied with the Corporate Governance
requirements specified under the Act and the SEBI LODR Regulations and a detailed
Report on Corporate Governance in line with the requirements of the same regarding the
corporate governance practices followed by Company during the financial year under review
together with a certificate regarding compliance of corporate governance conditions, obtained
from the Practicing Company Secretary is annexed and marked as Annexure-2.
Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, as
amended, the Company has provided the Business Responsibility & Sustainability
Report (BRSR') detailing various initiatives of the Company in a separate
section forms part of the Annual Report, which indicates the Company's performance
against the principles of the National Guidelines on Responsible Business
Conduct'. This would enable the members to have an insight into the environmental,
social and governance initiatives of the Company.
12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the financial year under review and from the end of the
financial year to the date of this Board's Report, the following material changes has
been occurred:
(a) Your Company has raised fresh funds aggregating to 1,200 crores
through Initial Public Offer (IPO') by way of issuance and allotment of
95,238,095 Equity Shares and Offer for Sale of 13,500,000 Equity Shares aggregating to
170.10 crores by the Selling Shareholders at an Offer price of 126/- per equity share
(including a share
premium of 125 per equity share) pursuant to compliance of
the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, and in terms of the resolution approved by
the Board of Directors on September 20, 2023. The shares of the Company got listed on
the BSE Limited and National Stock Exchange of India Limited on September 22, 2023.
(b) On August 10, 2023, the Company has made an investment of
8,921,793,436.20/- (Indian Rupees Eight Hundred and Ninety-Two Crore Seventeen Lakh
Ninety-Three Thousand Four Hundred Thirty-Six and Twenty Paisa only) and acquired nine
(09) Duet entities, by way of entering into the Share Subscription and Purchase Agreement
(SSPA') dated March 30, 2023 and made the allotment of 37,462,680 equity shares
on private placement basis.
(c) Your Company has approved the allotment of one
(1) equity share of face value of 1/- (Indian Rupee One) each and at
a premium of 237.1515 per share, to International Finance Corporation (IFC')
upon conversion of 1,260,000 (Twelve Lakh Sixty Thousand) Fully Paid Compulsory
Convertible Debentures (FCCDs') of 1,000/- (Indian Rupees One Thousand only)
on August 31, 2023.
(d) The new set of Articles of Association (AOA') of your
Company was amended and adopted on August 31, 2023 by the Board of Directors and on
September 01, 2023 by the members of the Company in order to align with the requirements
of the SEBI LODR Regulations.
(e) The Company also entered into a Share Purchase Agreement
(SPA') amongst Duet India Hotels (Bangalore) Private Limited (Duet
Bangalore') and Duet India Hotels (Hyderabad) Private Limited (Duet Hyderabad),
100% subsidiary(ies) of the Company, to transfer/ divest its 100% shareholding in Duet
Bangalore to Duet Hyderabad, by way of sale of 2,367,068 (Twenty- Three Lakh Sixty Seven
Thousand And Sixty Eight) equity shares of face value of 10/- (Indian Rupees Ten only)
held by it in Duet Bangalore to Duet Hyderabad on such terms & conditions and at a
consideration as stipulated in the SPA.
(f) Your Company has invested the funds in its subsidiary, namely, Duet
India Hotels (Pune) Private Limited (Duet Pune') to the tune of
55,198,000/- (Indian Rupees Five Crore Fifty
One Lakh Ninety Eight Thousand only) by way of subscribing to 5,519,800
(fifty five lakh nineteen thousand eight hundred) equity shares of Duet Pune, having face
value of 10/- (Indian Rupees Ten only) on rights issue basis, where such
funds shall be utilized by Duet Pune solely for the purposes of redemption of certain non-
convertible compulsorily redeemable preference shares issued by Duet Pune.
(g) Your Company has made an investment of funds in its subsidiary,
namely, Duet India Hotels (Ahmedabad) Private Limited (Duet Ahmedabad') to the
tune of 13,134,000/- (Indian Rupees One Crore Thirty One Lakh Thirty Four Thousand only)
by way of subscribing to 1,313,400 (thirteen lakh thirteen thousand four hundred) equity
shares of Duet Ahmedabad, having face value of
10/- (Indian Rupees Ten only) on rights issue
basis, where such funds shall be utilized by Duet Ahmedabad solely
for the purposes of redemption of certain non-convertible compulsorily redeemable
preference shares issued by Duet Ahmedabad.
No other material changes apart from the above, which could affect the
financial position of the Company, occurred between the end of the financial year of the
Company to the date of this Board's Report.
13. ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time
to time, the Annual Return of the Company is available on the website of the Company at https://samhi.
co.in/?page_id=13002
14. STATUTORY AUDITORS
The Board of Directors at its meeting held on November 29, 2022, has
proposed the re-appointment of M/s. B S R & Co LLP, Chartered Accountants (FR. No. -
101248W/W-100022) as Statutory Auditors of the Company for a further term of three (3)
financial years to hold office from the conclusion of 12th AGM held on December 22, 2022
till the conclusion of AGM to be held in year 2025, which was approved by the members at
their 12th AGM of the Company held on December 22, 2022.
The Statutory Auditors have confirmed that they are not disqualified to
continue as auditors of the Company.
The Report issued by the Statutory Auditors on the audited financial
statements of the Company for the financial year ended March 31, 2024 along with its
annexures, has been duly examined by the Board of director of the Company, which is
self-explanatory and forms part of this Annual Report also.
The Auditor's Report on the audited financial statements for the
financial year under review was issued with an unmodified opinion.
15. EXPLANATIONS OR COMMENTS ON AUDITOR'S QUALIFICATION/
RESERVATION/ ADVERSE REMARK/ DISCLAIMER
There is no reservation or observation or qualification or adverse
remark or disclaimer of Statutory Auditors in their Report. The relevant notes to accounts
in their Report are self-explanatory and therefore, do not require further explanation
pursuant to Section 134(3) (f)(i). Further, no frauds have been reported by the auditors
in their report.
16. ANNUAL SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
In terms of Section 204(1) of the Act read with rule no. 9 of the
Companies (Appointment, and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A(1) of the SEBI LODR Regulations, your Company had appointed M/s T. Sharad
& Associates, Company Secretaries (Practicing Company Secretary') to
conduct its secretarial audit for the financial year 2023-24.
The Company has obtained a Secretarial Audit Report for the financial
year 2023-24 from him, forms part of this Board's Report as Annexure-3.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Also, the Annual Secretarial Compliance Report for the financial year
ended March 31, 2024 in accordance with Regulation 24A(2) of the SEBI LODR Regulations,
was obtained from Practicing Company Secretary and was accordingly submitted to both the
stock exchange(s),
i.e. BSE Limited and National Stock Exchange of India Limited, within
the timeframe prescribed.
Pursuant to Regulation 24A(1) of the SEBI LODR Regulations, the
Secretarial Audit Report of the Company's material unlisted Indian subsidiary(ies)
for the financial year 2023-24 has also been obtained by the Company, and are annexed to
this Directors' Report as Annexure-3A.
BOARD'S REPORT (Contd.)
17. ANNUAL BOARD EVALUATION
To comply with the provisions of Section 134(3)(p) of the Act read with
rules made thereunder and Regulation 17(10) of the SEBI LODR Regulations, the Board of
Directors has carried out an annual evaluation of its own performance including that of
its Committees (wherein the concerned director being evaluated did not participated).
Further, to comply with the provisions specified under Regulation 25(4)
of the SEBI LODR Regulations, the Non-Executive and Independent Directors (NEIDs')
also evaluated the performance of the Non-Executive and Non-Independent Directors (NENIDs'),
Chairman and Board as a body at a separate meeting of the NEIDs held on February 29, 2024.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR'S UNDER
SECTION 143(12) OF THE ACT
Pursuant to section 134(3)(ca), no incident of fraud has been reported
by the Auditors of the Company under section 143(12) of the Act.
19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEE(S)/ PERSONNEL(S)
Your Directors place on record their appreciation for the significant
contribution made by all employee(s)/ personnel(s) for the continued growth of the
business.
The statement including the details of employees as required to be
furnished in accordance with the provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014 are set out in Annexure-4 to this Board's Report.
The details pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-5
to this Board's Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section
134(3)(c) & (5) of the Act, which is to the best of their knowledge and belief and
according to the information and explanations obtained by them:
a. that in the preparation of the annual accounts for the financial
year ended March 31, 2024, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b. that appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and prudent have been
made so as to give a true and fair view of the State of Affairs as at March 31, 2024 and
of the Profit of your Company for the financial year ended March 31, 2024;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Act, for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;
d. that the annual accounts for the financial year ended March 31, 2024
have been prepared on a going concern basis;
e. that the Directors have laid down Internal Financial Controls which
were followed by the Company and that such Internal Financial Controls are adequate and
were operating effectively; and
f. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
21. COST AUDITORS AND MAINTENANCE OF COST RECORDS AS PER SECTION 148(1)
OF THE ACT READ WITH APPLICABLE RULES
The requirement of Cost Audit and maintenance of cost records as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
22. TRANSFER TO GENERAL RESERVE
During the financial year 2023-24, no amount was
transferred to the General Reserve.
23. DIVIDEND
In view of the losses, your directors do not recommend any dividend for
the period under review.
24. PUBLIC DEPOSITS
The Company has not accepted/ renewed any deposits during the financial
year under review. Further, no deposits remain unpaid or unclaimed as at the end of the
financial year and there has been no default in repayment of deposits or payment of
interest thereon during the financial year under review.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There are no significant and material orders passed by the regulators
or courts or tribunals having an impact on the future operations of the Company or its
going concern status.
26. LOANS, GUARANTEES AND INVESTMENTS
During the financial year 2023-24, the Company has complied with the
provisions stipulated under section 186 of the Act read with relevant rules made
thereunder, the details of investments made under section 186 of the Act also form part of
the notes to the financial statements provided in this Annual Report.
Pursuant to Section 186(11)(a) of the Act, the services provided by
your Company is covered under the definition of Infrastructure facilities' as
given in Schedule VI (point 5) of the Act, and hence, the provisions of Section 186 of the
Act with respect to Loans and Guarantees are not applicable on the Company.
27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions pursuant to Section 188(1) of the Act
that were entered into during the financial year were on an arm's length basis and in
the ordinary course of business. There were no materially significant related party
transactions made by your Company with its Directors or other designated persons which
might have a potential conflict with the interest of the Company at large. All related
party transactions during the financial year which were not in the ordinary course of
business between the Company and its wholly owned subsidiary(ies) were approved by the
Board.
Pursuant to the provisions of section 188 read with 134(3)(h) of the
Act read with the Companies (Accounts) Rules, 2014 and Regulation 23 of the SEBI LODR
Regulations, the Report of the Board containing the particulars of contracts or
arrangements with related parties, as per Form AOC-2 is enclosed with this Board's
Report as Annexure-6.
The Company is also complying with the provisions provided under
Regulation 23(9) of the SEBI LODR Regulations, and accordingly, the disclosure of Related
Party Transactions has been submitted on a half-yearly basis with the stock exchange(s).
28. POLICIES
Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration Policy which
lays down the criteria for appointment, evaluation of performance of Directors and
remuneration of Directors, KMP, Senior Management Personnel and other employees. The
Nomination and Remuneration Policy is attached as Annexure-7 to this
Board's Report, which is also available on the website of your Company at https://samhi.co.in/wp-
content/uploads/2024/02/Nomination-and- Remuneration-Policy.pdf
Corporate Social Responsibility (CSR) Policy
The Company has in place CSR policy, formulated in terms of provision
of section 135(4) of the Act read with rules framed thereunder, which is available on the
website of your Company at https://samhi. co.in/wp-content/uploads/2024/02/Corporate-
Social-Responsibility-Policy.pdf
The annual report on CSR Activities for the financial year under review
as required under Section 134 and 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies
(Accounts) Rules, 2014 is attached as Annexure-8 to this Board's
Report.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) & (10) of the Act read with rules framed
thereunder and the SEBI LODR Regulations, the Board of Directors of the Company has
constituted a Vigil Mechanism/ Whistleblower Vigilance Policy setting out the mechanism
available to employees and directors to address genuine concerns and grievance they may
have relating to the violation of the code or otherwise in relation to the legality,
ethics, honesty or integrity of any actions being undertaken by other persons engaged with
the Company in any capacity.
The Company has uploaded its Vigil Mechanism/ Whistleblower Vigilance
Policy on its website https://samhi.co.in/wp-content/ uploads/2024/08/Whistle-Blower-Policy.pdf
Constitution of the Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention,
BOARD'S REPORT (Contd.)
Prohibition, and Redressal) Act, 2013, your Company has formulated a
policy to provide protection against sexual harassment of women at workplace and for the
prevention and redressal of complaints of sexual harassment, which has been circulated to
all the employees. This policy shall also be applicable to all the subsidiaries including
step-down subsidiaries of your Company.
The Company has an Internal Complaints Committee (ICC') at
corporate level and individual hotels which are being managed by international operator,
i.e., Marriott, have also constituted their respective ICCs. As on March 31, 2024 the ICC
at corporate level consisted of the following members:
i. Ms. Tanya Chakravarty, Presiding Officer
ii. Ms. Ritu Singh, Member
iii. Ms. Anamika Chandola, Member
iv. Mr. Rajat Mehra, Member
v. Mr. Amitabh Neehar, External Member (representing Aware Citizen
Foundation)
Post financial year, the abovesaid constitution of ICC has revised with
effect from May 14, 2024 due to retirement of certain member(s) and induction of new
member(s) in the manner as follows:
Retired Officials |
Officials inducted |
Ms. Sangeeta Mohan |
Ms. Anamika Chandola |
Mr. Sanjay Jain |
Mr. Rajat Mehra |
Ms. Preeti Chauhan |
Mr. Amitabh Neehar |
Your Company had carried out an awareness/ orientation programme for
ICC members as well as for the employees to explain them how to recognize, prevent and
report sexual harassment. The employees have also been imparted with the requisite
training to sensitize them with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with relevant rules made
thereunder.
The Anti-Sexual Harassment Policy of the Company is made available on
the website of Company https://samhi.co.in/wpcontent/ uploads/2024/02/Anti_Sexual_Harassment_
Policy_latest_2022.pdf
Your directors have been informed that the ICC has not received any
complaints of sexual harassment during the financial year under review.
Risk Management Policy
An effective Risk Assessment process is the cornerstone of any
effective safety management system. In turn a Safety Statement is a description of the
organization's manner of securing safety and records in detail the risk assessments
carried out.
The Company recognizes the importance of risk management and has
constituted a risk management committee pursuant to the requirements of the Act and
Regulation 21 of the SEBI LODR Regulations and has also developed a comprehensive Risk
Management Policy, which seeks to minimize risks in the activities of the Company. This
Policy shall also be applicable/ implemented to all the subsidiary(ies) of your Company.
The periodical update on the risk assessment detailing the internal and external risks,
management practices and mitigation plan is presented to the Audit Committee and Board of
Directors of the Company for their review.
There are no risks which in the opinion of the Board threaten the
existence of the Company. The Company has uploaded its Risk Management Policy on its
website https://samhi.co.in/wp- content/uploads/2024/02/Risk-Management- Policy.pdf
Dividend Distribution Policy
As per Regulation 43A of the SEBI LODR Regulations, as amended from
time to time, the Dividend Distribution Policy is available on the Company's website
at https://samhi.co.in/ wp-content/uploads/2024/02/SHPL-Dividend- Distribution-Policy.pdf
29. ADEQUACY OF INTERNAL CONTROL SYSTEMS RELATED TO FINANCIAL
STATEMENTS
The Company conducts its internal audit within the parameters of
regulatory framework which is well commensurate with the size, scale and complexity of
operations. The internal controls have evolved, installed, reviewed, and upgraded
periodically.
M/s. Protiviti India Member Private Limited (Protiviti') and
M/s. Ernst and Young LLP (EY') acts as the Internal Auditor(s) of the
Company to conduct internal audit covering all areas of operations. The Audit Committee
reviews the performance of the audit and gives recommendations to the Management as may be
necessary/ considered appropriate.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under Section 134(3) (m) of the Act, read with
rules made thereof, is annexed hereto as Annexure-9 and forms an integral
part of this Board's Report.
31. SHARE CAPITAL STRUCTURE
(a) Authorized Share Capital
The Authorized Share Capital of your Company as on March 31, 2024
stands at 250,000,000 (Indian Rupees Twenty-Five Crores only) divided into 250,000,000
(Twenty-Five Crores) equity shares of 1/- (Indian Rupee One) each.
(b) Issued, Subscribed and Paid-up Share Capital
The issued, subscribed and paid-up share capital of the Company as on
March 31, 2024 is 220,006,495/- (Indian Rupees Twenty-Two Crore Six Thousand Four
Hundred Ninety-Five only), divided into 220,006,495 (Twenty-Two Crore Six Thousand Four
Hundred Ninety-Five) equity shares of 1/- (Indian Rupee One) each.
During the financial year under review and from the end of financial
year to the date of this Board's Report, the eligible employee(s) has exercised the
stock options granted to them and accordingly, the ESOPs were allotted to them with the
approval of the Board of the Company. The details of allotment of 2,017,310 equity shares
done by the Company are given here under:
S.
No. |
Date of allotment |
Brief Details |
No. of equity shares |
1. |
March 28,
2024 |
ESOPs allotment
upon exercise of options granted |
1,971,169 |
2. |
May 14,
2024 |
46,141 |
Total |
|
2,017,310 |
(c) Sweat Equity Shares
No sweat equity shares were issued during the financial year. Thus, the
disclosure as per Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is
not applicable.
(d) Buy-back of securities
The Company has not bought back any of its securities during the
financial year under review.
(e) Bonus Shares
No bonus shares were issued during the financial
year under review.
(f) Shares with differential voting rights
The Company has not issued any shares with differential voting rights
during the financial year under review.
(g) Transfer and Transmission of Securities
During the financial year 2023-24, no transfer or transmission of
securities took place.
(h) Employee Stock Option Plan (ESOP Scheme')
Your Company has formulated an ESOP scheme, namely, Employee Stock
Option Plan 2023 I (the "ESOP Scheme").
The ESOP Scheme was approved pursuant to a Board resolution dated March
09, 2023 and Shareholders' resolution dated March 11, 2023. The ESOP Scheme is in
compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (SEBI (SBEBSE) Regulations'). Under the ESOP Scheme, an aggregate
of 5,477,860 stock options were granted to eligible employees, with each option being
exercisable to receive one Equity Share. Out of 5,477,860 stock options granted, 2,017,310
stock options have been exercised/ vested during the financial year under review and from
the end of financial year to the date of this Board's Report.
A certificate from the Secretarial Auditors of the Company that the
scheme has been implemented in accordance with the provisions of Regulation 13 of the SEBI
(SBEBSE) Regulations will be placed at the ensuing Annual General Meeting for inspection
by shareholders of the Company.
The applicable disclosures as stipulated under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 with regard to Employee's Stock Option
Plan of the Company are given herein below and the information required under Regulation
14 of the SEBI (SBEBSE) Regulations is available at the Company's website https://samhi.co.in/
Pursuant to Rule 12(9) of Companies (Share Capital and Debenture)
Rules, 2014 the following details of the ESOP Scheme are annexed and marked as Annexure-10.
32. SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with
the Secretarial Standards on Board and General Meetings' issued by The
Institute of Company Secretaries of India.
BOARD'S REPORT (Contd.)
33. CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC')
During the financial year under review, there were no proceedings that
were filed by the Company or against the Company, which are pending under the IBC, as
amended, before the National Company Law Tribunal or other Courts.
34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
Not Applicable.
35. UTILIZATION OF PROCEEDS OF IPO
Pursuant to Regulation 32 of the SEBI LODR Regulations, the details of
utilization of proceeds of IPO including deviation or variation, if any, for the financial
year under review, is given herein below:
Particulars of Allotment |
Shares Issued |
Amount Raised (in ) |
Amount Utilized (in ) |
Deviation(s) or
Variation(s) in the use of proceeds of issue, if any |
Allotment
under IPO |
Total of 108,738,095 equity
shares (including Offer for Sale) of face value of 1/- each at an Offer price of 126
per equity share (including a share premium of 125 per equity share) |
Fresh issue of 95,238,095
Equity Shares aggregating to 1,200 crore and offer for sale of 13,500,000 Equity Shares
aggregating to 170.10 crore by the Selling Shareholders |
1,139.48 crore |
There is no deviation or
variation in the use of proceeds of IPO as on March 31, 2024 |
36. ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation
for the active support and help extended by the Company's Investors, Bankers and
Employees and all other partners.
The Board also takes this opportunity to express its deep gratitude for
the continued co-operation and support received
from its valued shareholders.
For and on behalf of
SAMHI HOTELS LIMITED